| Fri 18 Feb 2005, 17:23 | | Beget - Specific Issue Of Options For Cash And An |
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Beget - Specific Issue Of Options For Cash And An Increase In The Authorised
Release Date: 18/02/2005 16:03:35 Code(s): BEE
Beget - Specific Issue Of Options For Cash And An Increase In The Authorised
Share Capital Of Beget And Withdrawal Of Cautionary
BEGET HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2002/011635/06)
Share code: BEE ISIN: ZAE000044111
(`Beget` or the `company`)
THE SPECIFIC ISSUE OF OPTIONS FOR CASH TO BEACHAM CAPITAL LIMITED (`BEACHAM`)
AND AN INCREASE IN THE AUTHORISED SHARE CAPITAL OF BEGET AND WITHDRAWAL OF
CAUTIONARY
INTRODUCTION
Shareholders are referred to the cautionary announcement dated 30 September 2004
and are advised that the directors of Beget have concluded an agreement with
Beacham (`the agreement`) in terms of which Beget shall issue options (`the
options`) to Beacham to subscribe for up to 200 000 000 ordinary shares in Beget
(`the Beget option shares`) on the terms detailed below (the `issue of
options`).
In order to enable Beget to issue the Beget option shares on exercise of the
options, Beget shareholders will be asked, before any of the options are
exercised, to approve, by way of a special resolution, the increase in the
authorised share capital of the company from R1 000 to R2 000 by the creation of
an additional 500 000 000 ordinary shares of 0.0002 of a cent each, which shares
will rank pari passu in all respects with the other ordinary shares in the
capital of Beget.
TERMS OF THE AGREEMENT
In terms of the agreement Beget will, subject to Beget shareholder approval,
issue to Beacham options to subscribe for the Beget option shares, which shares
will be issued at the following prices and within the following periods:
- 40 000 000 Beget shares at three cents per share (in aggregate at R1 200
000), which option is exercisable at any time prior to 31 August 2005;
- a further 40 000 000 Beget shares at six cents per share (in aggregate at
R2 400 000), which option is exercisable at any time prior to 31 August
2006;
- a further 40 000 000 Beget shares at twelve cents per share (in aggregate
at R4 800 000), which option is exercisable at any time prior to 31 August
2007; and
- a further 80 000 000 Beget shares at eighteen cents per share (in aggregate
at R14 400 000), which option is exercisable at any time prior to 31 August
2008.
The options may be exercised in whole or in part.
On the assumption that no new shares in Beget are issued other than the Beget
option shares, and that all of the options are exercised, the Beget option
shares will constitute 35.8% of the enlarged issued share capital of Beget.
The Board of Beget will (if so required by Beacham) immediately appoint a
representative of Beacham to the Board of Beget as soon as an option to
subscribe for any of the options shares has been exercised.
RATIONALE FOR THE ISSUE OF OPTIONS
The rationale for the issue of options is to enable Beget to obtain funding to
accelerate the growth of the company. The funding will be used for, inter alia:
- establishing a corporate marketing division with emphasis on export sales
and distribution;
- the appointment of a new product managers for the new products to be
launched;
- the strengthening of middle management;
- the acceleration of research and development to improve current products
and to develop new products;
- increased stock holding on existing and new products; and
- the increased funding of debtors.
CONDITIONS PRECEDENT
The issue of options is subject to the approval thereof, by a 75% majority of
the votes cast by Beget shareholders represented (in person or by proxy) and
voting at a general meeting to be held, on a date to be announced in due course,
at the offices of Beget, i.e. Office B101, Podium Building 2, corner Lois and
Atterbury Streets, Menlyn, Pretoria, 0151 (`the general meeting`).
The issue of options is also conditional upon an increase in the authorised
share capital of Beget, which in turn is subject to the requisite special
resolution being passed by Beget shareholders at the general meeting and the
registration of such special resolution by the Registrar of Companies.
76% of Beget shareholders have given written undertakings to vote in favour of
all resolutions required to ratify and approve the issue of options including
the special resolution necessary to give effect to the increase in Beget`s
authorised share capital.
SALIENT DATES
The salient dates of the issue of options will be announced in due course.
THE PRO FORMA FINANCIAL EFFECTS
Set out in the table below are the pro forma financial effects on Beget shares
of the issue of options, based on Beget`s results for the six-months ended 30
June 2004. The pro forma financial effects have been prepared for illustrative
purposes only to provide information on how the issue of options may have
impacted on the results and financial position of Beget. Because of their
nature, the pro forma financial effects may not give a fair reflection of
Beget`s financial position after the issue of options, or the effect of the
issue of options on future earnings. The pro forma financial effects are the
responsibility of Beget`s directors.
Historical Pro forma Change after
before the after the the issue of
issue of issue of options
options options (%)
(cents) (cents)
Loss per share (0.16) (0.02) 87.50
Headline loss per share (0.16) (0.02) 87.50
Net asset value per 0.41 4.29 946.34
share
Net tangible asset value 0.41 4.29 946.34
per share
Notes and assumptions:
- Loss and headline loss per share have been calculated utilising the following
assumptions:
- 200 000 000 Beget option shares were issued effective 1 January 2004;
- interest was calculated on the R22 800 000 at an after tax rate of 4,20%;
and
- 357 950 000 shares in Beget were in issue before the issue of the options
and 557 950 000 shares in Beget were in issue after the issue of the
options.
- Net asset value and net tangible asset value per share have been calculated
utilising the following assumptions:
- 200 000 000 Beget option shares were issued effective 30 June 2004, and the
R22 800 000 was received on that day;
- the costs pursuant to the issue of the options were written off share
premium; and
- 357 950 000 shares in Beget were in issue before the issue of the options
and 557 950 000 shares in Beget were in issue after the issue of the
options.
CIRCULAR TO SHAREHOLDERS
A circular to shareholders containing a notice of general meeting will be issued
in due course.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are advised that caution is no longer required to be exercised by
shareholders when dealing in their Beget shares.
Johannesburg
18 February 2005
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